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Filing Details

Accession Number:: 0000899243-20-030886
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-11-12 21:25:29
Reporting Period:: 2019-12-13

Accepted Time:: 2020-11-12 21:25:29
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1517375	Sprout Social Inc.	SPT	Services-Prepackaged Software (7372)	272404165

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1791802	Jason Kreuziger	200 West Street New York NY 10282		Yes	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2019-12-13	15,000	$18.05	10,393,809	No	4	P	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2019-12-13	300	$18.05	10,394,109	No	4	P	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2019-12-13	500	$18.01	10,394,609	No	4	P	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2019-12-13	25,000	$16.64	10,419,609	No	4	P	Indirect	See Footnotes
Class A Common Stock	Disposition	2019-12-13	40,800	$17.19	10,378,809	No	4	S	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2020-07-09	300	$28.90	10,379,156	No	4	P	Indirect	See Footnotes
Class A Common Stock	Disposition	2020-07-09	300	$28.90	10,378,856	No	4	S	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2020-07-09	300	$28.90	10,379,156	No	4	P	Indirect	See Footnotes
Class A Common Stock	Disposition	2020-07-09	300	$28.90	10,378,856	No	4	S	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2020-07-10	50,000	$28.04	10,428,908	No	4	P	Indirect	See Footnotes
Class A Common Stock	Disposition	2020-07-10	50,000	$28.04	10,378,908	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2020-07-14	100	$25.41	10,378,781	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2020-07-14	100	$25.39	10,378,681	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2020-07-14	100	$25.40	10,378,581	No	4	S	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2020-07-14	300	$25.40	10,378,881	No	4	P	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2020-11-12	1,401,879	$50.09	7,351,746	No	4	J	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes

Footnotes

Without conceding riskless principal trades in connection with client trade facilitation in the ordinary course of business can result in liability under Section 16(b), the amount of profit potentially recoverable by Sprout Social, Inc. (the "Issuer") from the reported transactions has been remitted to the Issuer.
These transactions in the Issuer's Class A common stock (the "Common Stock") have not previously been reported on Form 4 and were effected by Goldman Sachs & Co. LLC ("Goldman Sachs") acting as agent on behalf of certain international affiliates that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business.
The Reporting Person is a managing director of Goldman Sachs. Goldman Sachs is a direct subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
After giving effect to the distribution-in-kind on November 12, 2020: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,351,746 shares of Common Stock by reason of the direct or indirect beneficial ownership of: (i) 7,251,268 shares by Broad Street Principal Investments, L.L.C., (ii) 38,855 shares of Common Stock held by GS Fund Holdings, L.L.C., (iii) 72 shares of Common Stock held by MBD Advisors, L.L.C., (iv) 144 shares of Common Stock held by Bridge Street Advisors, L.L.C., (v) 662 shares of Common Stock held by certain investment entities (the "GS Funds") of which Goldman Sachs is the investment manager and affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member, and (vi) Goldman Sachs may be deemed to beneficially own 60,745 shares of Common Stock.
The Reporting Person holds 6,420 Restricted Stock Units ("RSUs") on behalf of GS Group, which will vest on the earlier of (i) the day immediately preceding the date of the first annual meeting of the Issuer's stockholders following the date of the grant and (ii) the first anniversary of the date of grant. Each RSU represents a contingent right to receive one share of Common Stock of the Issuer and has no expiration date. In the November 12, 2020 distribution-in-kind, the Reporting Person received 734 shares of Common Stock in his personal capacity as a limited partner of the GS Funds.
This transaction reflects the receipt of shares of Common Stock pursuant to a pro rata distribution-in-kind by the GS Funds.